1. Negotiating License Agreements with Oracle and Microsoft Presented by Robert J. Scott Managing Partner Scott & Scott, LLP www.ScottandScottllp.com

2. Negotiating Software License Disputes Common Causes of Software License Disputes Frequently millions of dollars in controversy Switching costs can be extremely high License agreements are complex and often ambiguous Parties frequently disagree on license scope and terms Communication deteriorates as distrust builds Business values, and often the parties, change from time original license agreement is executed to the time of dispute Publishers level unfounded accusations of license violations or end users are not forthcoming

3. Negotiating License Agreements Legal Issues Arising in Software Disputes Breach of Contract Liability Injunctive Relief Confidentiality & Privacy Regulatory Compliance Exposure Estimates Circumvention of Access Control Technology Copyright Infringement Liability Successor Liability Resulting from Mergers or Acquisitions Individual Liability for Officers and Directors

4. Negotiating Software License Disputes Negotiating a Resolution – Getting from Impasse to Resolution in Seven Steps Assessing the licenses at issue Valuing the dispute Understanding each party’s perspective Improving communication and decision making Restoring trust between publisher and end users Negotiating custom agreements based on mutual business value Reconciling the terms of maintenance and support agreements with the custom license agreements

5. Negotiating Software License Disputes Incorporating Settlement Terms into New License Agreements Make sure the license agreement contains all negotiated terms from the settlement agreement Carefully review maintenance and support agreements to determine whether the negotiated licenses can be jeopardized for failure to renew maintenance or support payments New agreements should be easy to understand and manage

6. Contact Information Robert J. Scott, Esq. Managing Partner Scott & Scott, LLP. 2200 Ross Avenue, Suite 5000 Dallas, Texas 75201 Phone: (800) 596-6176 Fax: (800) 529-3292 E-Mail: rjscott@scottandscottllp.com Negotiating License Agreements